The episode looks at an alternate timeline in which Homura is a shy transfer student who makes friends with the cheerful Madoka. Lacking confidence in herself, having been in hospital for the past six months, Homura is attacked by a witch but is rescued by Madoka and Mami, both of whom are magical girls. When both Madoka and Mami are killed in the battle against Walpurgisnacht, Homura makes a contract with Kyubey to send her back in time so that she can protect Madoka. She joins Madoka and Mami and learns how to use her magical powers for combat, stopping time whilst using stolen firearms and explosives. However, following the battle against Walpurgisnacht, Homura witnesses Madoka transforming into a witch and realizes Kyubey had been deceiving everyone. She attempts to tell the others during the next time loop, but they do not believe her. When Sayaka becomes a witch and the others are forced to kill her, Mami kills Kyōko and attempts to kill Homura to prevent them from becoming witches, too. Madoka stops Mami with deadly force, leaving just her and Homura to face Walpurgisnacht. With their Soul Gems depleted, Madoka uses her last Grief Seed on Homura, begging her to return to the past to keep her from being fooled by Kyubey before asking to be killed so she will not turn into a witch. Returning to the past again, now with a colder personality, Homura attempts to keep Kyubey from making contact with Madoka in the first place and decides to fight against the witches herself. However, this ultimately fails, and she continues to travel through many timelines in the hope of saving Madoka.